Skift Take: Vail is quietly building an empire while all its rivals sit by powerlessly.

— Jason Clampet

Vail Resorts Inc. says it’s planning to buy its first international ski area — Perisher in New South Wales, Australia — for about $136 million.

Rob Katz, CEO of the Broomfield-based company, says the decision to buy the 3,000-acre resort is aimed at driving season pass sales and building loyalty with guests from around the world. The deal is expected to close by the end of the year.

Katz acknowledged that not many people travel from the United States to Australia to ski, but he tells The Denver Post “there are huge amounts of Australians going to the U.S., and they tend to come for 10 to 14 days and travel in January, which is an off-peak time.”

Perisher is the largest ski resort in the southern hemisphere and serves some of Australia’s largest cities, including Sydney and Melbourne.

Copyright (2015) Associated Press. All rights reserved. This material may not be published, broadcast, rewritten, or redistributed.

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The U.S. Department of Justice wants to take a closer look at Expedia's proposed $1.34 billion acquisition of Orbitz Worldwide.

Skift Take: Unlike in the Google-ITA Software acquisition process, there is no organized, public campaign to stop Expedia's acquisition of Orbitz. But that doesn't man that competitors aren't whispering to the DOJ that the deal is bad for competition.

— Dennis Schaal

Not so fast, you two.

The U.S. Department of Justice has asked Expedia Inc. and Orbitz Worldwide for additional documents pertaining to theiir proposed $1.34 billion merger, the companies stated.

“Issuance of the second request is a standard phase of the regulatory process,” according to a joint statement from the two companies. “Expedia and Orbitz intend to respond to the second request and to cooperate fully with the DOJ. We believe that this transaction will benefit competition and consumers and are working to help the DOJ complete its review before the end of the year.”

The second request doesn’t portend that the deal is in trouble. On the other hand, there is no way to know at this point if the DOJ believes the marriage may be problematic.

In 2010, the DOJ issued a second request for documents from Google and ITA Software over their $750 million merger. Google eventually entered into a consent decree with the DOJ to get the merger cleared.

The Priceline Group’s $1.8 billion acquisition of Kayak closed in 2013 later than expected after the UK’s Office of Fair Trading initiated an extended regulatory review. In the U.S., the DOJ did not reach out in a second request for documents.

Regarding the Expedia-Orbitz tie-up, Expedia would have to pay Orbitz a $115 million fee (8 percent of the deal’s equity value) if regulators kill the deal, and Orbitz would have to pay Expedia $57.5 million (4 percent of the deal’s equity value) if Orbitz accepts a superior offer in the interim.

Skift Take: Lots of supposedly smart travel industry folks in recent years mused that no company would be interested in buying Orbitz. They were obviously wrong. Expedia will pay $1.34 billion, another company submitted a bid, and a whole bunch of other companies kicked the tires.

— Dennis Schaal

In the 19 months before Expedia Inc. and Orbitz Worldwide announced Expedia’s $1.34 billion acquisition of Orbitz, Chicago-based Orbitz conducted discussions with 17 other domestic and foreign strategic acquirers or private equity firms about potential investments, related commercial relationships or acquisitions, although only one other potential strategic acquirer, besides Expedia, actually submitted a bid.

Although there was plenty of kicking the tires beforehand, the Orbitz board formally endorsed a sales process on October 6, 2014 but decided to delay approaching Expedia about an acquisition at that time because Orbitz wanted to study potential regulatory issues, and believed that Expedia could move fast on an acquisition in light of its experience in such transactions and its familiarity with Orbitz’s business.

Orbitz Worldwide CEO Barney Harford approached a member of Expedia Inc.’s senior management more than two months later, on December 16, 2014, about a sale, and Expedia signed a confidentiality agreement two days later.

The Expedia bid that the Orbitz board accepted on February 11, 2015 was for $12 per share, which was a 30 percent premium over the stock’s closing price on February 10. Expedia would have to pay Orbitz a $115 million fee (8 percent of the deal’s equity value) if regulators killed the deal, and Orbitz would have to pay Expedia $57.5 million (4 percent of the deal’s equity value) if Orbitz accepts a superior offer in the interim.

Expedia, according to an Orbitz regulatory filing that includes the background to the merger, made its initial preliminary proposal to acquire Orbitz for $10.50 a share on January 16, 2015. That bid represented just a 14.6 percent premium to the stock’s closing price that day.

In the juncture between Expedia’s preliminary bid on January 16 and the Expedia bid that Orbitz accepted February 11, another strategic acquirer, identified as Party O, approached Orbitz’s financial advisor, Qatalyst Partners, on January 23, 2015, and submitted a cash bid for between $9.50 and $10.50 per share on February 4, 2015.

Even Expedia’s initial $10.50 per share offer appeared to have been superior to Party O’s bid.

The Run-Up to the Acquisition

The background to the merger process really can be traced to August 2013 when Party A, a potential strategic acquirer, requested an introductory meeting with Orbitz about a exploring a commercial relationship and taking a minority investment, possibly Travelport’s then-36.1 percent stake in Orbitz.

Interestingly, Orbitz declined to grant Party A a waiver to speak directly with Travelport about acquiring its controlling stake in Orbitz because Orbitz didn’t think it was in its interest to have one party acquire such a large stake.

Separately, Travelport sold its 36.1 percent interest in Orbitz on July 2014, whittling it down to less than 1 percent.

Including Expedia, 18 companies engaged with Orbitz in some way, ranging from being willing to hear about an Orbitz sale to expressing an interest in making an investment or indicating a willingness to consider an Orbitz acquisition in the future, from August 2013 to February 12, 2015, when Expedia’s acquisition of Orbitz was announced.

Takeaways From the Financial Filing

Antitrust Concerns: Among the takeaways from the Orbitz financial filing about the merger process, it is clear that the issue of whether the deal with Expedia would gain regulatory approval was a concern all along the way.

Orbitz had discussions about potential investments and acquisitions with a half dozen other companies before it approached Expedia in mid-December 2014 about a sale at least in part because of the need to do additional research about the regulatory issue.

And much of the final negotiations about the deal revolved around the amount of compensation Expedia would pay to Orbitz if antitrust regulators sought to block the deal and how much Orbitz would pay Expedia if Orbitz accepted a superior financial offer.

Private Equity Negativity: Among the 18 companies that kicked the tires during the Orbitz sales process, a substantial number were what Orbitz called “financial sponsors,” most likely private equity and similar firms.

In a summary of a board meeting February 8, 2015, just days before the deal announcement, Orbitz discussed the “negative feedback” it received from these financial sponsors.

“The Board, management and representatives of Qatalyst Partners discussed the results of the sale process to date, including the negative feedback financial sponsors had provided concerning the low expected premium they would be willing to offer to the company’s trading price and the limited availability of exit opportunities,” Orbitz stated. “Following such discussion, the Board concluded that outreach to additional potential acquirors would be unlikely to produce an offer superior to Expedia’s $12.00 per share offer.”

Orbitz Wasn’t Looking to Remain a Controlled Company: Short of an outright sale, Orbitz apparently wasn’t looking to replace Travelport as a controlling investor with a new controlling investor.

A potential strategic acquirer, identified as Party B, expressed an interest on October 21, 2014 in acquiring Orbitz at an unspecified future date, and submitted a term sheet on November 19, 2014, seeking to take a minority stake in Orbitz and to establish a commericial relationship.

Orbitz objected to the size of Party B’s proposed stake and the nature of its governance. The two parties halted discussions over the transaction a month later.

The Role of the Press: Orbitz stock closed at $8.11 on January 5, 2015, the day before Tnooz published a story, which Orbitz referred to as “rumors related to a possible strategic transaction involving the company.” The $12 per share that Expedia offered and Orbitz accepted February 11 represented a 48 percent premium over the January 5 closing pricing.

On January 21, 2015, the Orbitz board decided not to contact any additional potential acquirers because more “rumors” had been published a day earlier — in this case stories by Bloomberg and Skift, among others — about a potential acquisition. Orbitz figured that any additional companies interested in the sales process would already have heard about it.

TripAdvisor Wasn’t Interested: It isn’t known whether TripAdvisor engaged in the sales process because, as is customary, the identities of the 16 companies beyond Expedia that engaged with Orbitz were not disclosed.

More Is Less: In light of six shareholder lawsuits against Orbitz and Expedia over the deal, Orbitz wants to show that the sales process was wide-ranging and robust, and indeed it appears to have been so.

However, some of these companies were contacted by Orbitz and didn’t express any interest.

For example, the Orbitz financial filing states:

“On October 12, 2014, Barney (Orbtiz CEO Barney Harford) spoke with a member of the management of a potential strategic acquirer, which we refer to as ‘Party D’ in this proxy statement, to explore Party D’s interest in a commercial or strategic relationship with Orbitz. Party D indicated it was not interested in a strategic relationship or strategic transaction with Orbitz at that time, in part due to its recent completion of a major strategic relationship with another industry participant.”

And a month later, management and the board asked company chairman Scott Forbes to contact another potential strategic buyer about possible interest in an acquisition.

“This potential strategic buyer did not respond to our query,” Orbitz states. “Our management was aware that online assets were not considered a core component of this potential strategic buyer’s business, and consequently determined, after discussions with representatives of Qatalyst Partners, that additional outreach to such party during the sale process was unlikely to be productive.”

For a detailed look at the backdrop to Expedia’s acquisition of Orbitz, see pages 31 to 44 of the Orbitz proxy.

TripAdvisor CFO Julie Bradley believes that Expedia's acquisition of Orbitz Worldwide could turn out to be a good thing for TripAdvisor. TripAdvisor

Skift Take: If competitors' paranoia were true, TripAdvisor might have jumped at the chance of acquiring Orbitz Worldwide to jumpstart TripAdvisor's metamorphosis into a full-fledged online travel agency. TripAdvisor kept its feet on the ground and wasn't interested.

— Dennis Schaal

The one big reason TripAdvisor didn’t seek to acquire Orbitz Worldwide is because TripAdvisor really doesn’t want to become an online travel agency despite the fact that consumers can now book hotels on TripAdvisor sites and apps.

That was the basic message put forward by TripAdvisor CFO Julie Bradley in a rare instance of a top official at a public company expounding on why it didn’t acquire another public company.

And, by the way, Bradley, who made her comments March 9 at the Deutsche Bank 23rd Annual Media, Internet and Telecom Conference in Palm Beach, Florida, said TripAdvisor believes that Expedia Inc.’s $1.34 billion acquisition of Orbitz Worldwide would turn out to be neutral to slightly positive for TripAdvisor.

Problems With TripAdvisor’s Biggest Customers

Asked what TripAdvisor’s cost-benefit analysis would be for an Orbitz Worldwide acquisition, Bradley said TripAdvisor is not becoming an online travel agency.

“So I think that would have caused us some challenges with some of our top partners,” Bradley said, referring to the prospect of acquiring Orbitz Worldwide.

After all, TripAdvisor’s largest customers are the Priceline Group and Expedia Inc., the world’s two largest online travel agencies.

The cost synergy factor, including Orbitz Worldwide’s large supplier relations and customer service organizations, “doesn’t line up that well with TripAdvisor,” Bradley said. “It makes more sense for somebody like Expedia to own.”

TripAdvisor is indeed taking consumer bookings on its own sites now through its Instant Booking product but it is done through a partner model, Bradley said, as the hotel or online travel agency actually processes the booking and does customer service in the background.

“They (Orbitz Worldwide) have flights and corporate travel, two areas that are not a big part of TripAdvisor,” Bradley said.

Bradley added that Orbitz’s traffic is mostly domestic U.S. while TripAdvisor’s is mostly international.

There are a few other reasons that TripAdvisor wasn’t interested in Orbitz Worldwide, which Bradley didn’t address. Expedia’s price tag for Orbitz Worldwide of $1.34 billion is a hefty amount and TripAdvisor’s modus operandi is not in making such big acquisitions.

If you thought that TripAdvisor would fear Expedia Inc.’s acquisition of Orbitz Worldwide because it would make Expedia an even stronger competitor, then guess again.

Bradley believes the acquisition would be neutral to slightly positive for TripAdvisor as a travel media company.

That’s because individual brands, such as Booking.com and Agoda that are part of big online travel companies like the Priceline Group, tend to bid for advertising placements on TripAdvisor independently — and against one another.

That means that Orbitz, eBookers and Hotelclub, all Orbitz Worldwide brands, would continue to bid independently in TripAdvisor when they join Expedia Inc. and that would be neutral for TripAdvisor, according to Bradley.

Bradley argued that the acquisition would be slightly positive for TripAdvisor to the extent that Expedia Inc. would bolster its profits and bid more to acquire traffic. “So it might be slightly positive,” she said.

Expedia Inc. CEO Dara Khosrowshahi has said that its still-pending acquisition of Orbitz Worldwide took place as part of a competitive sales process.

From the way Bradley talked about the lack of synergies between Orbitz Worldwide and TripAdvisor, it is clear that TripAdvisor was not among the bidders.

Skift Take: Expedia Inc. has been tacking on assets to bump up its growth and the Travelocity Partner Network, owned by Orbitz Worldwide, meshes with Expedia's growth strategy.

— Dennis Schaal

Orbitz Worldwide has to be very thankful about its February 2014 acquisition of Travelocity’s private label business, the Travelocity Partner Network, for $10 million because it keyed a lot of Orbitz Worldwide’s growth last year.

Such is the convoluted world of online travel that the Travelocity Partner Network will spur additional growth for Expedia Inc., which already owns Travelocity and likely will also own Orbitz Worldwide and its Travelocity Partner Network, should Expedia’s acquisition of Orbitz close later this year.

Confused yet?

To recap, the Travelocity Partner Network provides behind the scenes travel services to financial institutions, such as RBC Bank and Capital One, and other e-commerce sites. Prior to Sabre Corp. selling Travelocity’s North America sites to Expedia Inc. in January 2015, Sabre sold the Travelocity Partner Network to Orbitz Worldwide on February 28, 2014 in an asset sale for $10 million in cash plus up to another $10 million if the network hits performance targets.

In Orbitz Worldwide’s 10-K report, filed with the Securities and Exchange Commission March 9, the company disclosed that for full-year 2014 the Travelocity Partner Network contributed:

Expedia Inc. would ironically reunite the Travelocity Partner Network with Travelocity, after a fashion, although it is an Orbitz Worldwide service, if the Orbitz Worldwide acquisition passes antitrust regulatory muster.

These types of assets are part of Expedia Inc.’s growth strategy. After all, in the fourth quarter of 2014, Travelocity and then-newly acquired Wotif contributed 5 percentage points of Expedia Inc.’s 28 percent growth in hotel room nights.

A boost from the Travelocity Partner Network fits right in with the plan.

Expedia Inc. took a minority stake in Despegar, the leading online travel agency in Latin America. Despegar

Skift Take: Barring a reversal in market conditions, buckle up because 2015 is looking like it will be a very active year in mergers and acquisitions among online travel companies.

— Dennis Schaal

With Expedia Inc. the Priceline Group and, to a lesser extent, TripAdvisor, seemingly trying to acquire almost every attractive and affordable missing piece in sight, investment activity turned to Latin America as Expedia Inc. took a minority stake in Decolar.com.

The $270 million move, which includes primary and second investments, means Expedia Inc. expands its 12-year-old relationship with Decolar, and takes a stake that’s less than 20 percent, according to Expedia Inc. CFO Mark Okerstrom.

Speaking at the Piper Jaffray Technology, Media and Telecommunications Conference in New York City March 10, Okerstrom said Expedia will be powering Decolar’s hotel supply, and hopes to work closer with the company in sharing some of the things that Expedia has learned in online marketing, for example.

In answer to a question by Piper Jaffray analyst Michael Olson, Okerstrom said Latin America is much different than China, where a lot of big players are spending huge sums.

Speaking of markets such as Brazil and Argentina, Okerstrom said of Decolar: “They are the player to be reckoned with in that region.”

Okerstrom likened Expedia Inc.’s $270 million minority investment in Decolar to Expedia’s recent acquisitions of Travelocity and Wotif, as well as its pending acquisition of Orbitz Worldwide, in the sense that Expedia is investing in what it calls great brands and can leverage advantages such as its global scale via its technology platform and hotel footprint.

“We will be powering their hotel supply,” Okerstrom said, referring to Decolar. “It is all part of that strategy.”

A spokesperson for Decolar points out that the company remains independent and that the benefits are two ways in that Expedia gets access to hotels that it didn’t have in the region.

“We are giving Expedia also value with this deal after 15 years of working in difficult markets such as Brazil, Colombia and Mexico where they see Decolar´s good performance,” the Decolar spokesperson says.

Priceline Group Raising More Money

Although the Priceline Group announced that the company will be doing another public offering of senior notes, the company hasn’t disclosed the amount. The company already had some $8 billion in cash and short-term investments on hand at the end of 2014.

Still, while the Priceline Group may be using the proceeds for share repurchases and paying down debt, it is also easy to see how it may be bankrolling some of the proceeds of the two offerings for a substantial acquisition or two.

This doesn’t mean that an acquisition is imminent but market conditions are considered good at this juncture for public offerings.

Since last Summer, the Priceline Group has acquired OpenTable and Rocketmiles while Expedia Inc. has acquired Wotif and Travelocity, announced a pending acquisition of Orbitz Worldwide, and now has taken a minority stake in Decolar.

Skift Take: Better access and insight into outbound Chinese travelers will no doubt come in handy for Thomas Cook.

— Jason Clampet

Fosun International Ltd., the holding company controlled by Chinese billionaire Guo Guangchang, will buy a stake in Thomas Cook Group Plc as it orchestrates cooperation between the U.K. tour operator and Club Mediterranee SA. The stock rose the most in 15 months.

Thomas Cook will sell 73.1 million new ordinary shares to Fosun, a 5 percent stake, for 91.8 million pounds ($140 million), the London-based tour operator said in a statement Friday. Fosun plans to increase the holding to about 10 percent over time by buying additional shares on the market.

The partnership with Shanghai-based Fosun will accelerate its product strategy through further development of some hotels and by widening access to the Chinese tourism market in the medium term, Thomas Cook said. Collaboration will also extend to Club Med, the Paris-based resort company that Fosun and investors are acquiring.

If implemented in 2015, the deal will help earnings in the financial year ending in September 2016, the tour operator said.

Thomas Cook jumped as much as 15 percent, the steepest intraday increase since Nov. 28, 2013, and was trading up 14 percent at 137.5 pence as of 8:11 a.m. in London. That propelled the stock to a 7.5 percent gain this year, valuing the company at 2.01 billion pounds.

Fosun is buying the stake through its Portuguese insurance subsidiary Fidelidade-Companhia de Seguros. Credit Suisse acted as financial adviser to Thomas Cook in the transaction.

This article was written by Richard Weiss from Bloomberg and was legally licensed through the NewsCred publisher network.

A still from a promotional video for deCarta's Xplora mapping product. deCarta

Skift Take: Fingers crossed the integration of deCarta's tech will help drivers and riders locate each other a bit easier.

— Jason Clampet

Uber Technologies is buying digital mapping specialist deCarta in a deal that may help the rapidly growing ride-hailing service lessen its dependence on navigation services from Google and Apple, an imposing pair of potential rivals.

The acquisition confirmed Wednesday will provide Uber’s drivers with another way to find passengers summoning rides on the company’s mobile app and deliver them to their destinations more quickly. DeCarta’s technology also may help Uber provide more accurate estimates about the arrival times of its cars, which can now be ordered in more than 250 cities in 50 countries.

The deCarta deal comes a month after an unconfirmed report that Google Inc. is planning a rival ride-hailing service that would draw upon the driverless cars that the company has been building and testing for the past few years. Uber fueled further speculation about a looming battle with Google by forging a partnership with Carnegie Mellon University to work on its own driverless cars.

Another report published in The Wall Street Journal outlined Apple’s plans to reshape the automobile industry with an electric vehicle, a development that conceivably could set up the iPhone maker to compete against Uber someday.

For now, Uber says it plans to blend deCarta’s technology with the Google and Apple maps that it already uses. “With the acquisition of deCarta, we will continue to fine-tune our products and services that rely on maps…and make the Uber experience even better for our users,” the San Francisco company said in a printed statement.

Financial terms of the deal weren’t disclosed.

Privately held Uber has plenty of financial firepower, having raised nearly $3 billon. Investors involved in that financing have valued the 6-year-old company at about $40 billion. All told, Uber has raised nearly $6 billion since its inception, including a $258 million infusion from Google’s venture capital arm in 2013.

Uber has funneled most of its cash into expanding its workforce to more than 2,000 people worldwide and building its ride-hailing network. The company had only done a handful of small acquisitions before making its biggest splash so far with the purchase of deCarta, a San Jose, California company that started nearly 20 years ago.

Although deCarta isn’t as well known as Google Maps, its technology is extensively used by consumers. The OnStar system built into cars made by General Motors Co. relies on deCarta, as do smartphone makers Samsung Electronics and BlackBerry Inc. In its early years, Google Maps even tapped into deCarta’s technology, according to deCarta.

Copyright (2015) Associated Press. All rights reserved. This material may not be published, broadcast, rewritten, or redistributed.

This article was written by Michael Liedtke from The Associated Press and was legally licensed through the NewsCred publisher network.

LastMinute.com will find a new home as part of the Swiss Bravofly Rumbo Group. placeIt by Breezi

Skift Take: Some of the weaker online travel agencies in Europe and Asia are getting squeezed out. Sabre sold LastMinute.com to Bravofly Rumbo Group for next to nothing, and TUI Group gave up on AsiaRooms.com in the face of stiff competition.

Sabre announced today that it closed on its previously announced sale of UK-headquartered LastMinute.com to Switzerland-based Bravofly Rumbo Group for a transaction value of $120 million.

However, Sabre, which acquired LastMinute.com in 2005 for nearly $1.2 billion, essentially sold LastMinute.com to Bravofly Rumbo Group by transferring liabilities and winning a long-term commitment for Bravofly’s brands to continue using the Sabre global distribution system.

LastMinute.com had been part of Sabre’s Travelocity unit and had been for sale for an extended period as Sabre dismantled Travelocity, selling its North America operations to Expedia Inc. and now its European operations to Bravofly Rumbo Group.

AsiaRooms.com

If LastMinute.com gets a reprieve, TUI Travel PLC, which is now part of the TUI Group, has decided to shutter AsiaRooms.com, which offered rooms throughout Asia and Europe.

“In a highly competitive market, AsiaRooms.com has struggled over the years to perform in line with expectations and we have not seen the improvements needed in order to support further investment,” said a TUI spokesperson. “Coupled with ever-changing consumer habits, this has meant that AsiaRooms.com no longer represents our biggest opportunity for growth and we have therefore taken the decision to close the business.”

When TUI AG of Germany announced last June that it would be acquiring the UK’s TUI Travel, of which AsiaRooms.com was a part, TUI AG revealed that TUI Travel’s online travel agencies, including LateRooms.com and AsiaRooms.com, were considered non-core assets.

There presumably were no significant buyers for AsiaRooms.com while LateRooms.com continues operations.

OpenTable was the Priceline Group's largest acquisition of 2014, and the company is positioning itself to do some more buying in 2015. OpenTable

Skift Take: With the Priceline Group going to the well and raising $1.13 billion for general corporate purposes, you can expect Expedia Inc. to conduct a garage sale at some point in 2015, as well.

— Dennis Schaal

All of those acquisitions don’t come cheap.

The Priceline Group announced today it intends to raise $1.13 billion (or 1 billion euros) in a public offering of senior notes to be used for general corporate purposes, including share repurchases, paying down debt and making acquisitions.

The offering would close on March 3, 2015 for the 12-year notes.

As of the end of 2014, the Priceline Group had more than $8 billion in cash on hand and the offering of senior notes could supplement that and help fund additional acquisitions.

In addition, the Priceline Group, which includes Booking.com, Agoda, Kayak and Priceline.com, among other brands, last year invested about $921 million in China’s leading online travel agency, Ctrip.

Expedia Was Busy Too

The Priceline Group’s main rival, Expedia Inc., acquired Australia’s Wotif Group for $612 million in November 2014. Expedia also acquired three other companies, including Europe’s Auto Escape Group, in 2014 for a total of $85 million.

Expedia acqjuired Travelocity for $280 million in January 2015 and has agreed to acquire Orbitz Worldwide for roughly $1.6 billion.